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EXHIBIT 5
OPINION OF HORWITZ & BEAM
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LAW OFFICES OF
HORWITZ & BEAM
TWO VENTURE PLAZA, SUITE 350
IRVINE, CALIFORNIA 92618
(949) 453-0300
(310) 842-8574
FAX: (949) 453-9416
Gregory B. Beam, Esq. Patti L.W. McGlasson, Esq.
Lawrence W. Horwitz, Esq. K. William Pergande, Esq.
Lynne Bolduc, Esq. John Y. Igarashi, Esq.
Lawrence M. Cron, Esq. Christopher T. Jain, Esq.
Ralph R. Loyd, Esq. Matteo G. Daste, Esq.
E-mail: [email protected] August 10, 2000 Mark S. Dodge, Esq.
of Counsel
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: thehealthchannel.com, Inc.
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Ladies and Gentlemen:
This office represents thehealthchannel.com, Inc., a Delaware
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the registration of a total of 1,250,000 shares of
the Registrant's Common Stock issuable upon to Lawrence W. Horwitz for
performance of certain business development and advisory services (the
"Registered Securities"). In connection with our representation, we have
examined such documents and undertaken such further inquiry as we consider
necessary for rendering the opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement, will be
legally issued, fully paid and nonassessable.
Horwitz & Beam ("H&B" or "the Firm") represent the Company in
connection with various legal matters. Lawrence W. Horwitz is a principal of
H&B. Both Mr. Horwitz and the Company acknowledge that they have been informed
of the inherent conflict of interest associated with the drafting of this
Agreement by H&B and waive any action they may have against H&B regarding such
conflict. All parties to this Agreement have been given the opportunity to
consult with counsel of their choice regarding their rights under this
Agreement.
We acknowledge that we are referred to under the heading "Legal
Matters" in the Prospectus which is a part of the Registrant's Form S-8
Registration Statement relating to the Registered Securities, and we hereby
consent to such use of our name in such Registration Statement and to the filing
of this opinion as Exhibit 5 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in connection with
the registration of the Registered Securities for offer and sale in such states.
HORWITZ & BEAM
/s/ Horwitz & Beam
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